Check the appropriate box below if the
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o

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On December 11, 2014, MagneGas Corporation
(the “Company”) received notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company’s common stock, par value $0.001 per share (the “Common Stock”) was subject to potential
delisting from the Nasdaq because for a period of thirty (30) consecutive business days, the bid price of the Company’s Common
Stock had closed below the minimum $1.00 per share requirement for continued inclusion under Nasdaq Marketplace Rule 5550(a)(2) (the
“Bid Price Rule”). The notification has no immediate effect on the listing or trading of the Common Stock on the Nasdaq.

Nasdaq stated in its letter that in accordance
with the Nasdaq Listing Rules the Company has been provided an initial period of 180 calendar days, or until June 9, 2015, to regain
compliance. The letter states that the Nasdaq Staff will provide written notification that the Company has achieved compliance
with the minimum bid price listing requirement if at any time before June 9, 2015, the bid price of the Company’s Common
Stock closes at $1.00 per share or more for a minimum of ten consecutive business days.

If the Company is unable to regain compliance
by June 9, 2015, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with
the bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value
of publicly held shares set forth in Market Place Rule 5550(a) and all other initial listing standards for the Nasdaq Capital Market
set forth in Marketplace Rule 5505, with the exception of the bid price requirement, and will need to provide written notice to
Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180 day period,
then Nasdaq will notify the Company of its determination to delist the Company’s Common Stock, at which point the Company
would have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing
bid price of its Common Stock and may, if appropriate, consider implementing available options to regain compliance with the minimum
bid price requirement under the Nasdaq Listing Rules.